No Adverse Claim. The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations.
No Adverse Claim. The Seller hereby warrants, acknowledges and agrees that no events have taken place and no circumstances exist at the date hereof which would give the Seller a basis to assert a defense, offset or counterclaim to any claim of the Agent or the Buyers with respect to the Seller’s obligations under the Repurchase Agreement as amended by this Amendment.
No Adverse Claim. The Company warrants, acknowledges and agrees that no events have been taken place and no circumstances exist at the date hereof which would give the Company a basis to assert a defense, offset or counterclaim to any claim of the Purchasers with respect to the Company’s obligations under the Note Purchase Agreement as amended by this Amendment.
No Adverse Claim. There is no claim, action, suit, arbitration or proceeding (including judicial or administrative) by or before any Authority pending or threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement, or that would prevent or delay the consummation of the transactions contemplated by this Agreement.
No Adverse Claim. Each Receivable will, together with the Contract related thereto, at all times be owned by such Seller free and clear of any Adverse Claim, and upon each Purchase the Buyer will acquire full equitable and beneficial title and ownership to and of such Receivable, the Collections and the Related Security then existing or thereafter arising free and clear of any Adverse Claim.
No Adverse Claim. Borrower and each Credit Party warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give Borrower or such Credit Party a basis to assert a defense, offset, or counterclaim to any claim of the Lenders with respect to the Obligations.
No Adverse Claim. Each of Alipay and Purchaser shall not and shall cause its Subsidiary Sublicensees not to, and each of Alipay and Purchaser shall not and shall cause its Subsidiary Sublicensees not to authorize any third Person to, at any time during the Term, assert any claim or interest in, or take any action which may in any way:
(i) adversely affect the validity or enforceability of,
(ii) result in the harm or misuse of, bring into disrepute, or adversely affect Alibaba’s or any Alibaba Subsidiary’s rights or interest in and to, or
(iii) result in obtaining registrations in or otherwise challenge the validity of, or Alibaba’s or any Alibaba Subsidiary’s ownership of or rights in:
(1) the Alipay-Exclusive Trademarks and the New FIG Business-Exclusive Trademarks and/or (2) except as otherwise expressly permitted in the Trademark Agreement, any other Trademark or Domain Name that is derivative of or similar to any Trademarks or Domain Names (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) owned, held, or licensed by Alibaba or any Alibaba Subsidiary, both prior to and after the Effective Date, including any Trademarks or Domain Names commencing with the letters “ALI” or “TAO.”
No Adverse Claim. No events have taken place and no circumstances exist on the date hereof which would give the Loan Parties a basis to assert a defense, offset or counterclaim to any claim of the Purchaser under the Agreement or any Ancillary Agreement.
No Adverse Claim. The Issuer warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Issuer a basis to assert a defense, offset, or counterclaim to any claim of the Purchaser with respect to the Obligations.
No Adverse Claim. Alibaba agrees, and shall cause China Yahoo! to agree, that it will not at any time during or after this Agreement assert any claim or interest in or do anything which may adversely affect the validity or enforceability of any Yahoo! Trademarks. Unless otherwise agreed to between the parties, Alibaba will not, and shall cause China Yahoo! to not, adopt, use, register, seek to register or cause to be registered any of the Yahoo! Trademarks, or any Trademark confusingly similar thereto anywhere in the world, without Yahoo!’s prior written consent. With respect to any current or future Trademark registrations or applications for any Yahoo! Trademarks, or any Trademarks confusingly similar thereto owned or filed by Alibaba or China Yahoo! without Yahoo!’s prior written consent, Alibaba shall promptly transfer, or cause China Yahoo! to transfer, ownership thereof along with the goodwill associated therewith to Yahoo!, at Alibaba’s sole cost. Failure of Alibaba to initiate transfer of ownership within thirty (30) days of a written request by Yahoo! and to thereafter diligently prosecute the transfer shall be considered a material breach of this Agreement.
